Contract analysis

1. Introduction and Purpose Thank you for selecting Calderwood & Harkness LLP ("the Firm," "we," or "us") to represent Solstice Biomedical Devices Ltd. and its wholly-owned United States subsidiary, Solstice Biomedical, Inc. (EIN: 84-3291056), a Delaware corporation with principal offices at 3800 Concord Pike, Suite 410, Wilmington, Delaware 19803, in connection with the above-referenced matter. We are pleased to und

2. Client Identification For purposes of this engagement, the "Client" is Solstice Biomedical Devices Ltd., an Irish private limited company registered with the Companies Registration Office under CRO No. 648217, together with its wholly-owned U.S. subsidiary, Solstice Biomedical, Inc., a Delaware corporation (EIN: 84-3291056). Our representation extends to Solstice Biomedical, Inc. as the named defendant in the Acti

3. Scope of Representation The Firm's representation in this engagement shall encompass the defense of Solstice Biomedical, Inc. in the patent infringement action styled Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA, pending before Chief Judge Richard G. Andrews in the United States District Court for the District of Delaware. Underlying Claims. In its Complaint, Apex allege

4. Staffing and Engagement Team The following attorneys have been assigned to this matter and will serve as the core engagement team: Marcus Delgado, Partner — Intellectual Property Litigation. Mr. Delgado will serve as the Engagement Partner with overall responsibility for the strategic direction and management of this matter. He will be the primary relationship partner for communications with Solstice's senior lead

5. Billing Rates and Fee Structure 5.1 Current Standard Hourly Rates (2024–2025) The Firm's services in this matter will be billed on an hourly basis at the following standard rates, which are applicable for work performed during the calendar year 2024 and, unless adjusted in accordance with Section 5.2 below, through December 31, 2025: A complete schedule of the Firm's standard hourly rates for paralegals and litiga

6. Billing and Payment Terms 6.1 Invoicing. The Firm will issue invoices on a monthly basis, generally within fifteen (15) business days following the close of each calendar month, for professional fees earned and costs advanced during the preceding month. Each invoice will include reasonably detailed descriptions of the services rendered, identification of the timekeeper performing each task, the number of hours wor

7. Insurance Coverage Coordination We understand and acknowledge that Solstice Biomedical Devices Ltd. maintains an intellectual property litigation insurance policy with Halcyon Specialty Insurance Co. under Policy No. HSI-IP-2023-04891 (the "Policy"). Based on the information you have provided, the Policy provides coverage for patent infringement defense costs with limits of liability of Five Million Dollars ($5,00

8. Conflicts of Interest Prior to accepting this engagement, the Firm conducted a comprehensive conflicts of interest check in accordance with its standard procedures and the applicable rules of professional conduct. The results of this check are documented in the Firm's internal Conflict Check Memorandum dated May 9, 2024. The conflicts check encompassed, among others, the following parties and individuals: (a) Apex

9. Confidentiality and Privilege All information and communications provided by the Client to the Firm in connection with this engagement are protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm will maintain the confidentiality of all client information in accordance with its professional and ethical obligations under the applicable rule

10. Client Responsibilities The success of our defense in this matter will depend in significant part on the Client's full and timely cooperation with the Firm. The Client agrees to the following responsibilities in connection with this engagement: (a) Document and Information Access. The Client will provide the Firm with timely access to all relevant documents, data, electronically stored information, prototypes, te

11. Document Retention The Firm will maintain all files, documents, work product, and correspondence relating to this matter in accordance with its standard document retention policy. Client documents provided to the Firm, whether in original or copy form, will be maintained securely and will be accessible to the Client upon reasonable request during the pendency of the engagement. Upon conclusion of this matter — wh

12. Termination of Engagement Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party, subject to the Firm's obligations under applicable rules of professional conduct, including the obligation to obtain leave of the Court to withdraw from the representation if the Firm has entered an appearance in the Action. In the event of termination by either party: (a) The

13. Limitation of Engagement This engagement is expressly limited to the matter described in Section 3 of this letter. The Firm does not undertake to represent the Client in any other matter, proceeding, or transaction unless separately agreed to in writing by the Firm and the Client. The Firm's representation of the Client in this matter does not create an attorney-client relationship with respect to any other matte

14. Governing Law and Dispute Resolution This engagement letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws principles. In the event of any dispute arising out of or relating to this engagement letter or the Firm's representation of the Client hereunder, the parties agree to first attempt to resolve the dispute through good-faith ne

15. Acceptance We are enthusiastic about the opportunity to represent Solstice in this important matter, and we are confident in the strength of the defenses available. We look forward to a productive and collaborative working relationship. If the terms and conditions set forth in this engagement letter are acceptable, please indicate Solstice's agreement by having an authorized representative sign and date this lett

16. Enclosures The following documents are enclosed with this engagement letter for your reference and records:

2. Standard Terms and Conditions of Engagement

3. IRS Form W-9 (Request for Taxpayer Identification Number and Certification) — for Halcyon Specialty Insurance Co. reimbursement purposes cc: (via email) Dr. Fiona Tierney, Chief Executive Officer, Solstice Biomedical Devices Ltd. Brendan Molloy, Chief Financial Officer, Solstice Biomedical Devices Ltd. Niamh Cassidy, Vice President, Regulatory & IP, Solstice Biomedical Devices Ltd. Catherine Bloom, Partner, Calder